[Form 4] Biomea Fusion, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael J.M. Hitchcock, who serves as Interim CEO and a director of Biomea Fusion, Inc. (BMEA), was granted a stock option giving him the right to purchase 916,434 shares of common stock at an exercise price of $1.53 per share. The option vests in 16 substantially equal quarterly installments beginning after August 8, 2025 and will be fully vested on August 8, 2029, subject to continued service. The option expires on August 10, 2035 and is reported as directly beneficially owned.

This filing records an executive equity award with a multiyear vesting schedule and a single stated exercise price; the form does not disclose total outstanding shares, prior holdings for this reporting person, or cashless-exercise provisions, so the potential dilution or relative size of the grant cannot be determined from this document alone.

Positive

• Large equity award documented: 916,434 options were granted, creating potential future alignment with shareholders if exercised.
• Multi-year vesting schedule: The option vests in 16 quarterly installments and is fully vested on August 8, 2029, tying the award to continued service.
• Clear exercise price and expiration: Exercise price is $1.53 and the option expires on August 10, 2035.

Negative

• Insufficient context to assess materiality: The filing does not disclose total outstanding shares or the reporting person’s prior holdings, so potential dilution cannot be determined from this document.
• Large nominal option count: 916,434 options represent a substantial absolute grant but the impact on shareholders is unclear without share count context.
• No performance conditions disclosed: Vesting is described as service‑based; no performance milestones are included in the filing.

Insights

Corporate Governance Expert

TL;DR: Interim CEO received a large, time‑based option grant of 916,434 shares at $1.53 with a four‑year vesting schedule.

The grant to Michael Hitchcock is a standard long‑term equity award: 916,434 options exercisable at $1.53, vesting in 16 quarterly tranches and fully vesting on August 8, 2029, expiring August 10, 2035. As reported, the award is held directly. This structure ties option realization to continued service through multiple years, which is a common retention and incentive design. The filing does not provide company share counts or prior holdings, so the award's proportional impact on shareholder dilution cannot be assessed from this form alone.

Securities/Compensation Analyst

TL;DR: The option grant establishes potential future equity for the Interim CEO but the filing lacks context to gauge materiality or dilution.

Key factual elements: a stock option with a $1.53 exercise price for 916,434 shares, exercisable as it vests, 16 quarterly vesting installments beginning after August 8, 2025, full vesting by August 8, 2029, and expiration on August 10, 2035. The award appears to be granted for service-based vesting only. Because the filing omits total shares outstanding and any concurrent equity grants, investors cannot determine the grant's relative size or immediate financial effect from this document alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hitchcock Michael J.M.

(Last) (First) (Middle)

C/O BIOMEA FUSION, INC.

1599 INDUSTRIAL ROAD

(Street)

SAN CARLOS CA 94070

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Biomea Fusion, Inc. [ BMEA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.53	08/11/2025		A		916,434		(1)	08/10/2035	Common Stock	916,434	$0	916,434	D

Explanation of Responses:

1. The option shall vest and become exercisable in 16 substantially equal quarterly installments after August 8, 2025, such that the award will be fully vested and exercisable on August 8, 2029, subject to the Reporting Person's continued service to the Issuer through each vesting date.

	/s/ Michael J.M. Hitchcock	08/13/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What option was reported by Michael J.M. Hitchcock on Form 4 for Biomea Fusion (BMEA)?

The Form 4 reports a stock option to purchase 916,434 shares of common stock at an exercise price of $1.53 per share.

What is the vesting schedule for the BMEA option grant to the Interim CEO?

The option vests in 16 substantially equal quarterly installments beginning after August 8, 2025 and is fully vested on August 8, 2029, subject to continued service.

When does the option expire and is it direct or indirect ownership?

The option expires on August 10, 2035 and is reported as direct beneficial ownership.

Does the Form 4 disclose the grant’s effect on total shares outstanding or dilution?

No. The filing does not disclose total shares outstanding or other equity data, so dilution or relative size cannot be determined from this document.

What role does the reporting person hold at Biomea Fusion?

The reporting person, Michael J.M. Hitchcock, is identified as both a Director and the Interim CEO of Biomea Fusion.